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Ayvens : Third supplement dated 11 February 2026 to the base prospectus dated 7 July 2025

Ayvens : Third supplement dated 11 February 2026 to the base prospectus dated 7 July

AyvensFebruary 12, 20264
Ayvens : Third supplement dated 11 February 2026 to the base prospectus dated 7 July 2025

About this update from Ayvens

THIRD SUPPLEMENT DATED 11 FEBRUARY 2026 TO THE BASE PROSPECTUS DATED 7 JULY 2025 AYVENS Euro 15,000,000,000 Euro Medium Term Note Programme This supplement (the " Third Supplement ") is supplemental to and must be read in conjunction with the base prospectus dated 7 July 2025, which has been granted approval number 25-281 on 7 July 2025 as supplemented by the supplement dated 29 August 2025, which received approval number 25-356 on 29 August 2025 and by the second supplement dated 31 October 2025, which received approval number 25-417 on 31 October 2025 (together the " Base Prospectus ") by the Autorité des marchés financiers (the " AMF "), prepared by Ayvens (" Ayvens " or the " Issuer ") with respect to its Euro 15,000,000,000 Euro Medium Term Note Programme (the " Programme "). Terms defined in the Base Prospectus have the same meaning when used in this Third Supplement. The Base Prospectus as supplemented constitutes a base prospectus for the purposes of Article 8 of Regulation (EU) 2017/1129 of the European Parliament and of the European Council of 14 June 2017, as amended (the " Prospectus Regulation "). This Third Supplement has been prepared in accordance with Article 23 of the Prospectus Regulation. Application has been made for approval of this Third Supplement to the AMF in its capacity as competent authority under the Prospectus Regulation. This Third Supplement has been produced for the purposes of (i) incorporating by reference the Full Year 2025 Results (as defined herein) and (ii) updating the section "General Information". Save as disclosed in this Third Supplement, there has been no other significant new factor, material mistake or material inaccuracy relating to information included in the Base Prospectus which is material in the context of the Programme since the publication of the Base Prospectus and which may affect the assessment of the Notes. To the extent that there is any inconsistency between (a) any statement in this Third Supplement and (b) any other statement in, or incorporated by reference in, the Base Prospectus, the statements in this Third Supplement shall prevail. Copies of the Base Prospectus and this Third Supplement can be obtained free of charge from the registered office of the Issuer and will also be published on the websites of the Issuer ( https://www.ayvens.com/investors/publications-and-documents/debt-documents/ ) and the AMF ( https://www.amf-france.org ). Table of Contents DOCUMENTS INCORPORATED BY REFERENCE 3 GENERAL INFORMATION 12 PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE SECOND SUPPLEMENT 13 DOCUMENTS INCORPORATED BY REFERENCE The section "Documents incorporated by reference" on pages 38 to 45 of the Base Prospectus is hereby deleted in its entirety and replaced by the following: "This Base Prospectus should be read and construed in conjunction with the following information, all of which have been previously or simultaneously filed with the AMF and which are incorporated by reference in, and shall be deemed to form part of, this Base Prospectus: the English version of the universal registration document of the Issuer dated 11 April 2025 which includes an English translation of the audited consolidated financial statements of the Issuer in respect of the year ended 31 December 2024, and a free English translation of the statutory auditors' audit report on the consolidated financial statements of the Issuer in respect of the year ended 31 December 2024 and which was filed with the AMF on 11 April 2025 under no. D.25-0246 (the "2024 Universal Registration Document"), with the exception of the cover page (page 1) and Chapter 8 (pages 401 to 404) (available for viewing at: https://ayvens-urd.fr.digital-report.net/en/report/3934 #title_2169015); the English version of the universal registration document of the Issuer dated 12 April 2024 which includes an English translation of the audited consolidated financial statements of the Issuer in respect of the year ended 31 December 2023, and a free English translation of the statutory auditors' audit report on the consolidated financial statements of the Issuer in respect of the year ended 31 December 2023 and which was filed with the AMF on 12 April 2024 under no. D.24-0278 (the "2023 Universal Registration Document"), with the exception of the cover page (page 1) and Chapter 8 (pages 373 to 376) (available for viewing at: https://www.ayvens.com/- /media/ayvens/public/cp/files/regulated-information/2-annual-financial-reports-registration-documents-ammendments/2023/2023-universal-registration-document-pdf.pdf?rev=a5636d5f21dc4f7498e1b8f8ed231b80); the financial report of the Issuer for the first half of 2025 dated 31 July 2025 which includes an English translation of the Issuer's management report, the Issuer's interim condensed consolidated financial statements for the six months ended 30 June 2025 and a free English translation of the auditors' limited review report thereon (the "2025 First Half Financial Report"), with the exception of page 14 ("Statement of the person responsible for the half year financial report") (available for viewing at: https://www.ayvens.com/-/media/ayvens/public/cp/files/financial-results/2025/q2-and-h1-2025/ayvens-h1-2025-financial-report_.pdf?rev=1637d17193f5408580afe9b840b2fc90; the press release of the Issuer dated 6 February 2026 relating to the Issuer's financial information for the fourth quarter 2025 and full year 2025 (the "Full Year 2025 Results") in its entirety with the exception of pages 9 and 10 (available for viewing at: https://www.ayvens.com/- /media/ayvens/public/cp/files/financial-results/2025/q4-and-fy-2025/ayvens-q4-2025-press-release_vdef.pdf?rev=2c84466fe2e540acbfa0883ba5d70c9c); and the section "Terms and Conditions" contained in the base prospectus of the Issuer dated 31 August 2022 (pages 36 to 84) filed with the AMF under number 22-366 on 31 August 2022 (the "EMTN 2022 Conditions") (available for viewing at: https://www.ayvens.com/- /media/ayvens/public/cp/files/debt/debt-investors/1-prospectus-and-supplements/31-august-2022-ald-base-prospectus--eur-15000000000-euro-medium-term-note-programme.pdf?rev=585a949d146d46f0aec311447715505a); the section "Terms and Conditions" contained in the base prospectus of the Issuer dated 12 June 2023 (pages 42 to 113) filed with the AMF under number 23-214 on 12 June 2023 (the "EMTN 2023 Conditions") (available for viewing at: https://www.ayvens.com/- /media/ayvens/public/cp/files/debt/debt-investors/1-prospectus-and-supplements/12-june-2023-ald-base-prospectus--eur-15000000000-euro-medium-term-note-programme.pdf?rev=263c295959794a6c980a8be492f34ed0); and the section "Terms and Conditions" contained in the base prospectus of the Issuer dated 4 July 2024 (pages 44 to 114) filed with the AMF under number 24-274 on 4 July 2024 (the "EMTN 2024 Conditions") (available for viewing at: https://www.ayvens.com/- /media/ayvens/public/cp/files/debt/debt-investors/1-prospectus-and-supplements/1-ayvens--emtn-2024--base-prospectus.pdf?rev=3934c0abfd764db8a4fea9ac20566047). Documents incorporated by reference in this Base Prospectus are published and available on the website of the Issuer ( https://www.ayvens.com/en-cp/investors/publications-and-documents/ ). Other than in relation to the documents which are deemed to be incorporated by reference, the information on the websites to which this Base Prospectus (including, for the avoidance of doubt, any information on the websites which appear in the documents incorporated by reference) refers does not form part of this Base Prospectus, unless that information is incorporated by reference into the Base Prospectus and has not been scrutinised or approved by the AMF. For the purposes of the Prospectus Regulation, the information incorporated by reference in this Base Prospectus is set out in the cross-reference lists below. For the avoidance of doubt, the information requested to be disclosed by the Issuer as a result of Annex 7 of the Commission Delegated Regulation (EU) 2019/980 supplementing the Prospectus Regulation as amended, and not referred to in the cross-reference list below is either contained in the relevant sections of this Base Prospectus or is not relevant to the investors. Any information contained in the documents listed above which is not incorporated by reference in this Base Prospectus shall not form part of this Base Prospectus. Annex VII of the Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 (as amended) -Registration document for wholesale non-equity securities Information incorporated by reference Page no. in the relevant document Page no. of THE 2025 FIRST HALF FINANCIAL REPORT Page no. of the 2024 Universal Registration Document Page no. of the 2023 Universal Registration Document Other documents 3. RISK FACTORS 3.1 A description of the material risks that are specific to the issuer and that may affect the issuer's ability to fulfil its obligations under the securities, in a limited number of categories, in a section headed 'Risk Factors'. In each category the most material risks, in the assessment of the issuer, offeror or person asking for admission to trading on a regulated market, taking into account the negative impact on the issuer and the probability of their occurrence, shall be set out first. The risk factors shall be corroborated by the content of the registration document. p.11 pp.124-139 N/A N/A 4. INFORMATION ABOUT THE ISSUER 4.1 History and development of the Issuer 4.1.1 the legal and commercial name of the Issuer. N/A p.394 N/A N/A 4.1.3. the date of incorporation and the length of life of the Issuer, except where indefinite. N/A p.394 N/A N/A 4.1.4 the domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, and the address and telephone number of its registered office (or principal place of business if different from its registered office) and website of the issuer, if any, with a disclaimer that the information on the website does not form part of the prospectus unless that information is incorporated by reference into the prospectus. N/A p.394 N/A N/A 4.1.5. Any recent events particular to the issuer and which are to a material extent relevant to an evaluation of the issuer's solvency. pp. 3-11, pp. 21 and 22 (note 2 to interim condensed consolidated N/A N/A pp. 1-8 and pp. 11-17 of the Issuer February 6, 2026 press release

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